1. Interpretation

In these Conditions, the following definitions apply:

“Agreement” means the contract between Umitech Marine Solutions and the Client for the provision of professional consultancy Services, in accordance with the Engagement Letter and these Conditions.

“Client” means the individual, company, firm, organization, or other legal entity identified in the Engagement Letter which has engaged the Company to provide Services.

“Client Group” means the Client, its affiliates, subsidiaries, or holding company from time to time, and their respective officers, representatives, employees, agents, consultants, and subcontractors.

“Company” means Umitech Marine Solutions, a company incorporated and operating under the laws of Japan, with its registered office in Yokohama, Japan, and where applicable, its representatives, employees, agents, consultants, and subcontractors.

“Company Group” means the Company, its affiliates, subsidiaries, or holding company, and their respective officers, representatives, employees, agents, consultants, and subcontractors.

“Conditions” means these Terms and Conditions of Engagement, as may be amended from time to time in writing.

“Engagement Letter” means the Company’s written confirmation or proposal outlining the Services to be performed and the terms under which such Services are provided.

“Fee or Fees” means the amount payable by the Client to the Company as remuneration for the Services.

“Services” means the consultancy, technical, advisory, design, or project management services provided by the Company to the Client, as detailed in the Engagement Letter.

“Third Party” means any person, company, or other legal entity which is not a member of either the Company Group or the Client Group.

3. Provision of Services

3.1. The Company shall perform the Services with reasonable care, diligence, skill, and in accordance with professional standards applicable to marine and engineering consultancy.

3.2. Any timeline or deliverable date provided by the Company is indicative only unless expressly agreed in writing. Time shall not be of the essence.

3.3. The Company may make changes to the Services to comply with applicable law, regulatory requirements, or to maintain safety or quality, provided such changes do not materially affect the nature or scope of the Services.

3.4. Unless otherwise agreed, the Company shall have no liability or duty of care toward any Third Party in connection with the Services.

3.5. Where the Services involve advice, analysis, recommendations, or interpretative data, such information represents professional opinion and judgment. The Client shall be solely responsible for decisions made based on such advice.

3.6. The Company shall not be required to act in contravention of any sanction, prohibition, or regulation imposed by any competent authority.

4. Client’s Obligations

4.1. The Client shall:
a) Provide the Company with all information, documentation, and access reasonably required to perform the Services effectively;
b) Ensure that all information supplied is accurate and complete;
c) Cooperate with the Company in all matters relating to the Services;
d) Ensure safe access to premises, facilities, or vessels as may be necessary for performance; and
e) Comply fully with its payment obligations.

4.2. If the Client’s failure or delay prevents or delays the Company’s performance, the Company shall be entitled to suspend performance and recover all additional costs incurred.

4.3. The Client agrees to indemnify the Company for any loss, cost, or liability arising directly or indirectly from the Client’s failure to fulfill its obligations or from reliance on inaccurate or incomplete information provided by the Client.

5. Fees and Payment

5.1. Fees shall be calculated in accordance with the terms set out in the Engagement Letter.

5.2. The Company is entitled to reimbursement of all reasonable expenses, including travel, accommodation, third-party costs, and other incidental expenses incurred in connection with the Services.

5.3. Unless otherwise stated, invoices are due within thirty (30) days of issuance. Delayed payments shall accrue interest at 3% per month, compounded quarterly, until settlement.

5.4. Fees are exclusive of any applicable taxes, including VAT, GST, or service tax, which shall be payable in addition.

5.5. Any dispute regarding an invoice must be notified within seven (7) days of receipt; undisputed portions shall remain payable within the stipulated timeframe.

5.6. The Company reserves the right to suspend work if payments are overdue or if requested funds on account are not received.

6. Limitation of Liability

6.1. The Company’s total aggregate liability, whether in contract, tort, or otherwise, shall not exceed the amount of the Fees paid for the Services giving rise to the claim, subject to a maximum liability cap of USD 500,000.

6.2. The Company shall not be liable for any indirect, consequential, or special loss, including but not limited to loss of profit, business interruption, loss of goodwill, or data.

6.3. The Client acknowledges that professional consultancy advice inherently carries an element of judgment and interpretation, and that absolute outcomes cannot be guaranteed.

7. Intellectual Property

All intellectual property rights arising from the Services shall remain the exclusive property of the Company. The Client shall have a non-transferable, non-exclusive license to use deliverables solely for the purpose defined in the Engagement Letter, upon full payment of Fees.

8. Confidentiality

Both Parties agree to maintain strict confidentiality regarding all proprietary or sensitive information exchanged in connection with the Services. This obligation shall survive termination for a period of five (5) years.

9. Termination

9.1. Either Party may terminate the Agreement with written notice if the other:
a) Commits a material breach and fails to remedy it within thirty (30) days; or
b) Becomes insolvent, bankrupt, or ceases trading.

9.2. Upon termination, the Client shall immediately pay all outstanding Fees and expenses.

9.3. The Company may retain any deposit or advance payment to offset costs incurred.

10. Force Majeure

Neither Party shall be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, war, strikes, or governmental actions. If such circumstances persist for more than fourteen (14) days, either Party may terminate the Agreement with written notice.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Japan, and where applicable, Indian law.
Any disputes shall be subject to the exclusive jurisdiction of the competent courts of Japan.